TEGNA (NYSE: TGNA) CFO details RSU conversion tied to Nexstar deal

Rhea-AI Filing Summary

TEGNA Inc.'s senior vice president and chief financial officer reported equity transactions involving restricted stock units and common shares on December 15, 2025. The officer converted 79,411.5 restricted stock units into restricted shares of common stock, then had 35,814.587 shares withheld at $19.58 per share to cover tax obligations related to a Section 83(b) election.

After these transactions, the officer directly owned 109,029.942 shares of TEGNA common stock and indirectly held 9,789.455 shares through a 401(k) plan. The filing explains that the restricted stock units were converted into restricted shares and the Section 83(b) election was made to mitigate potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code in connection with the consummation of transactions contemplated by an Agreement and Plan of Merger among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc. dated August 18, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Heskett Julie

(Last) (First) (Middle)

C/O TEGNA INC.

8350 BROAD STREET, SUITE 2000

(Street)

TYSONS VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TEGNA INC [ TGNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2025		M		79,411.5	A	(1)	144,844.529	D
Common Stock	12/15/2025		F(2)		35,814.587	D	$19.58	109,029.942	D
Common Stock								9,789.455	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	12/15/2025		M			79,411.5	(3)	(3)	Common Stock	79,411.5	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.

2. Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the making of a Section 83(b) election with respect to the grant of restricted shares of common stock upon the conversion from restricted stocked units as described below.

3. The restricted stock units were converted into restricted shares of common stock of the Issuer generally subject to the same terms and conditions, with respect to which the reporting person made a Section 83(b) election, for the purpose of mitigating potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated August 18, 2025, by and among the Issuer, Nexstar Media Group, Inc. and Teton Merger Sub, Inc.

	/s/ Marc S. Sher, attorney-in-fact	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did TEGNA (TGNA) report for its SVP and CFO?

The officer converted 79,411.5 restricted stock units into restricted shares of TEGNA common stock on December 15, 2025, and then had 35,814.587 shares withheld at $19.58 per share to satisfy tax obligations tied to a Section 83(b) election.

How many TEGNA (TGNA) shares does the officer own after the reported Form 4 transaction?

Following the reported transactions, the officer directly owned 109,029.942 shares of TEGNA common stock and indirectly held 9,789.455 shares through a 401(k) plan.

What derivative securities were involved in the TEGNA (TGNA) insider filing?

The filing shows restricted stock units covering 79,411.5 shares of TEGNA common stock. These units were converted into restricted shares of common stock, leaving 0 restricted stock units beneficially owned after the transaction.

Why were TEGNA (TGNA) shares withheld from the officer in this Form 4?

The 35,814.587 shares of common stock were withheld to satisfy the officer's tax obligation upon making a Section 83(b) election related to the conversion of restricted stock units into restricted shares of common stock.

How is the TEGNA (TGNA) insider transaction related to the Nexstar Media Group merger agreement?

The filing states that the restricted stock units were converted into restricted shares and the Section 83(b) election was made to mitigate potential adverse tax consequences under Sections 280G and 4999 of the Internal Revenue Code in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger dated August 18, 2025 among TEGNA, Nexstar Media Group, Inc. and Teton Merger Sub, Inc.